AngioDynamics, Inc. (ANGO) Earnings Call Transcript & Summary

Ladies and gentlemen, let the meeting please come to order. I want to welcome all of you to the 2020 Annual Meeting of Stockholders of AngioDynamics, Inc. I am Howard Donnelly, Chairman of the Board. This year, for the first time, we're conducting our annual meeting virtually. We felt that this was prudent in light of the ongoing COVID-19 global pandemic and in the best interest of the health and wellbeing of our shareholders, employees and directors. We appreciate everyone's cooperation and patience during these times. Joining me virtually is Jim Clemmer, President and Chief Executive Officer of the company and a member of its Board of Directors. Mr. Clemmer will report on the state of the business of the company after the formal part of the meeting. Also joining us virtually are the following directors of the company: Eileen Auen, Kevin Gould, Wes Johnson, Karen Licitra, Dennis Meteny, Jan Reed; and Dr. Michael Tarnoff. The secretary, Stephen Trowbridge, will file the proof of notice of this meeting with the minutes. He has informed me that there is a quorum present. List of stockholders at the close of business on August 21, 2020, the record day for the annual meeting certified by Computershare as transfer agent, is available for inspection by any stockholder who desires to do so. It will be filed with the records of the company. As you entered the virtual meeting, you should have received an agenda and the rules that will govern the meeting. We ask that any stockholder who wishes to address the meeting, please focus his or her comments on the item on the agenda that is before us. When any stockholder desires to ask a question or speak to the meeting, please follow the instructions on the portal to submit your written question. Stockholders who are voting by proxy need not cast ballots in the voting today, unless they wish to change the vote on their proxy. Please follow the instructions on the web portal. Board of Directors appointed and inspected to conduct the voting at this meeting. The inspector is Stephen Trowbridge, the company's Executive Vice President and Chief Financial Officer. The inspector is present and has taken the oath of office. Polls for each matter voted on in this meeting are now open and will close following the vote on the last proposal presented to the meeting. Until the poll is closed, any stockholder may change his or her prior vote on any matter. However, upon closing of the polls, no ballots, proxies or votes nor any replications or changes will be accepted. The next item of order on the business is the election of 4 Class II directors of the company. As set forth in the proxy statement for the Annual Meeting, the Board of Directors acting on the recommendation of the Boards nominating in Corporate Governance Committee has nominated as Class II directors of the company, Eileen O. Auen, James C. Clemmer, me, Howard W. Donnelly, and Jan Stern Reed to serve until the 2021 Annual Meeting of Stockholders and his or her respective successor is duly elected and qualified. The nomination, as set forth in the proxy statement, is now before the meeting. The company has an advanced notice provision in its bylaws for stockholder nominations of directors at the Annual Meeting. As the company has not received any notifications, the nominations for directors are now closed. Meeting will now vote on the election of 4 Class II directors. The inspector will tabulate the votes of the election of directors and report on the vote later in the meeting. Meeting will now proceed to proposal 2 concerning the ratification and appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the current fiscal year. The proposal is outlined in the proxy statement and is now before the meeting. Are there any comments on the proposal? There's no further discussion. The meeting will now vote on the proposal to ratify the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the current fiscal year. The inspector will tabulate the votes for the proposal and report on the vote later in the meeting. Meeting will now proceed to proposal 3 concerning a Say-on-Pay advisory vote on the approval of the compensation of AngioDynamics' named executive officers. The proposal is outlined in the proxy statement and is now before the meeting. Are there are any comments on the proposal? If there is no further discussion, the meeting will hold the Say-on-Pay advisory vote on the approval of the compensation of the AngioDynamics' named executive officers. The inspector will tabulate the votes for the proposal and report on the vote later in the meeting. Meeting will now proceed to proposal 4 concerning approval of the AngioDynamics, Inc. 2020 Stock Incentive Award Plan. Proposal is outlined in the proxy statement and is now before the meeting. Are there any comments on the proposal? If there is no further discussion, the meeting will hold a vote on the approval of the AngioDynamics, Inc. 2020 Stock and Incentive Award Plan. The inspector will tabulate the votes for the proposal and report on the vote later in the meeting. Meeting will now proceed to proposal 5 concerning approval of the AngioDynamics, Inc. Employee Stock Purchase Plan, as amended. Proposal is outlined in the proxy statement and is now before the meeting. Are there any comments on the proposal? There is no further discussion. The meeting will hold a vote on the approval of AngioDynamics, Inc. Stock Purchase Plan, as amended. The inspector will tabulate the votes for the proposal and report on the vote later in the meeting. [Voting]

Polls are now closed for each proposal voted upon at this meeting. The next item on the order of business is the report of the inspector. Any votes collected during this meeting that are not included in the report of the inspector will be included in the company's current report on Form 8-K to be filed within 4 business days of the Annual Meeting. I now call upon the inspector to give the preliminary report of the inspector.

Thank you, Mr. Chairman. We are in possession of proxies representing 34,204,296 shares, representing 90.31% of the outstanding shares and those shares have been voted during this meeting. With respect to proposal 1, election of 4 Class II directors, the nominee, Eileen Auen, has received 31,335,139 shares voted for, representing 98.62% of those having voted. The nominee, Mr. James Clemmer, has received 30,404,677 shares, representing 95.69% of those shares that have voted. The nominee, Mr. Donnelly, has received 30,068,164 votes for, representing 94.63% of the shares outstanding. And the nominee, Ms. Jan Stern Reed, has received 31,106,052 shares, representing 97.9% of those shares having voted. Based on the proxies we have in hand, the nominees, Ms. Auen and Ms. Reed and Mr. Clemmer and Donnelly have been elected as Class II directors of the company. With respect to the proposal to ratify the appointment of Deloitte & Touche as independent registered public accounting -- accountants for the company for the year ended May 31, 2021, proxies representing 34,152,718 shares have voted for that proposal, representing 99.88% of the shares having voted. The motion -- the proposal to ratify Deloitte as the independent accounting firm has been approved. With respect to the Say-on-Pay proposal, which is an advisory vote on the approval of the executive compensation as outlined in the company's proxy statement, proxies representing 30,783,204 shares have voted for that proposal, representing 96.9% of the outstanding. The Say-on-Pay advisory vote has been approved. With respect to the proposal to consider and vote upon the 2020 Stock and Incentive Award Plan, proxies representing 29,481,258 have voted for that proposal, representing 92.81% of the shares outstanding. The proposal to approve the 2020 Stock and Incentive Award Plan has been approved. And with respect to the final proposal to consider and vote upon the amendment to the Employee Stock Purchase Plan, proxies representing 31,441,157 shares have voted for that proposal, representing 98.97% of the shares outstanding. That proposal has also been approved.

Thank you, Stephen. I want to thank all of you for attending today's meeting and for the interest you have shown in the affairs of your company. If there is nothing further to come before the meeting, it is adjourned. We'll now have a report on the state of business by Jim Clemmer, our President and Chief Executive Officer.

Thank you, Howard. Today, I can report that the state of our business is good and it's solid. 2 weeks ago, we were able to present our quarter 1 financial performance for fiscal 2021. And what you saw was what we expected to see. We're able to come out of Q4, which was pandemic affected, with a good balance of fiscal discipline towards our balance sheet, our internal spending, while also being able to fund our investment areas for future growth. Our company is in a transition of its portfolio to become a growth company. We know that to do that, there are a few fundamental things that we need to do really well, one of which is to make sure we can compete in markets that have larger addressable opportunity for companies like us and also markets that are driven by technology that drives outcomes, and outcomes that drives change on our customers. We believe we have a portfolio that can do that today. And as AngioDynamics shifts to a company that our investors can expect higher growth, we're also doing so through the avenues that most companies have done successfully in medical technology, and that is using a combination of our internal research and development, of our clinical and regulatory pathway expansion and using M&A to bring in outside assets that are of high value to us. So today, we sit here as a company, going through the pandemic, our customers have asked us to engage with them on a different level throughout this period. And we found a way to be successful at it, as we showed in our first quarter report. We're still learning from our market and our customers, but we are adaptable enough to impact our customers' ability to make decisions to use our products. So today, as AngioDynamics continues our transformation, we think our shareholders should look to a company that can offer more consistent growth over time based upon the issues I talked about earlier, being in larger total addressable markets that are faster growing and our technologies are shifting to areas that we can drive outcomes. Over time, we truly believe we can grow our value, make our company a more competitive, more valuable company. So I look forward to more opportunities to present to you again in the future. And until then, we'll do the work in front of us to make our company more valuable. Thank you for joining us today.

Thank you. And that concludes the meeting.